“Nicox plans to continue working with Ora after the integration of Aciex into the Nicox Group,” Gavin Spencer, EVP of Corporate Development at Nicox told Outsourcing-Pharma.com. “In addition, Ora is one of the shareholders of Aciex and, as the acquisition will be paid in shares, it will become a shareholder of Nicox.”
The acquisition will broaden Nicox's therapeutic development pipeline to include two Phase III candidates -- latanoprostene bunod, currently being developed by Nicox's partner Bausch + Lomb, and Aciex's AC-170 for allergic conjunctivitis. In addition, the proposed acquisition brings other therapeutic candidates which could enter clinical studies within 12 to 18 months and a collaborative research agreement on preclinical Syk/JAK inhibitors. Aciex’s pipeline has been developed through a close partnership with Ora.
Aciex shareholders will receive an upfront payment of $65m in the form of 20.6m newly issued Nicox shares, plus contingent value rights to Nicox shares based on the potential US FDA approval(s) of AC-170 and of two additional undisclosed products within a pre-determined period.
The contingent rights are defined as: $35m for the US approval of AC-170 on or before 18 months after the date of filing of an NDA with the FDA or December 1, 2016; or $10m if the approval is granted after this date, but on or before the earlier of 30 months after the date of filing of an NDA with the FDA or December 1, 2017; and $10m each for the following two US product approvals by July 1, 2021. These could potentially bring the total consideration to a maximum of $120m.
The completion of the acquisition remains subject to the approval of Nicox's shareholders and other customary conditions.
Michele Garufi, chairman and CEO of Nicox, added: "This proposed acquisition is another significant step forward in Nicox's strategy of creating an international ophthalmic company built around therapeutics and diagnostics with its own commercial infrastructure in the United States and in the major European markets. The combination with Aciex would enable Nicox to expand its therapeutic pipeline to target major segments of the ophthalmic sector, including the $816 million US allergic conjunctivitis market."